U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
UNDER SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
HERITAGE PRODUCTIONS, INC.
----------------------------------------------
(Name of Small Business Issuer in its charter)
LOUISIANA 72-1358730
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
759 Cedar Field Court, Town & Country, MO 63017
- ----------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: 314-991-1192
------------
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
To be so registered each class is to be registered
------------------- ------------------------------
NONE N/A
Securities to be registered under Section 12(g) of the Act:
COMMON STOCK
----------------
(Title of class)
<PAGE>
PART I
ITEM 1 - DESCRIPTION OF BUSINESS
The Company was incorporated in Louisiana in 1983 under the name of Summit
Productions, Inc. In February, 1997 the Company changed its name to Heritage
Productions, Inc. It was initially formed for the purpose of developing,
producing and financing record albums, cassette tapes and compact discs for
primarily country and gospel music. However, to date the Company has remained in
the developmental stage and has undertaken no projects.
In March 1998, Hershey Moss, a private investor in St. Louis, Missouri,
acquired controlling interest in Heritage Productions, Inc. with the intent of
finding an acquisition target or merger candidate for Heritage Production, Inc.
The Company, through the date of this filing, has no active operations. No
acquisition targets or merger candidates have been identified nor have any
discussions relating to same been undertaken. As such, the Company:
(i) has no products or services at this time;
(ii) has no channel of distribution since it sells no products or
provides no services;
(iii) has not engaged in or publicly announced any product development;
(iv) is not involved in any industry at this time;
(v) does not utilize any raw materials;
(vi) has no customers;
(vii) has entered into no agreements or contracts except for the
terminated Letter of Intent described above and holds no patents,
trademarks, licenses or franchises;
(viii) is not subject to governmental regulation of its products or
services since it neither produces products nor provides services;
(ix) has not engaged in any research and development activities
(x) has no environmental compliance costs; and
(xi) has no full or part-time employees
<PAGE>
ITEM 2 - MANAGEMENTS DISCUSSION AND ANALYSIS OF PLANT OF OPERATION
As indicated in Item 1 above, the Company's plan of operation will be to
seek an attractive acquisition or merger candidate in the United States. The
candidate can either be a manufacturer, distributor or service provider with an
attractive product or service.
(i) Since its cash requirements are essentially nil, there are no
plans to raise additional capital within the next year except if
required for acquisition purposes.
(ii) No product research and development is or will be undertaken
(iii) There are no expected sales or purchases of plant and equipment
(iv) There are no plans to hire employees
ITEM 3 - PROPERTIES
Since the Company has no operations, it has no plants or property either
owned or leased.
ITEM 4 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following sets forth certain information with respect to the beneficial
ownership of the Company's outstanding Common Stock as of September 30, 1999.
(i) By each of the Company's directors and officers
(ii) by all current directors and officers as a group and
(iii) Five percent (5%) shareholders
NUMBER OF SHARES
BENEFICIALLY OWNED
--------------------
NAME OF OWNER SHARES OPTIONS PERCENT OF CLASS
------------- ------ ------- ----------------
Hershey Moss 2,048,000 -0- 84.45%
2
<PAGE>
ITEM 5 - DIRECTORS AND EXECUTIVE OFFICERS
NAME AGE POSITION WITH COMPANY TERM OF OFFICE
---- --- --------------------- --------------
Hershey Moss 59 President/Sole Director Until Replaced
Hershey Moss, 59, is the President/Secretary and sole Director of the
Company. He became President of the Company in 1998. Previously, from 1990 to
1994 Mr. Moss served as Chairman of the Board of Air L.A., Inc. a regional
commuter airline operating out of Los Angeles, California. After leaving Air
L.A., Mr. Moss was a financial consultant and pursued private investment
opportunities. In 1995 he became a principal in and Director of Healthtech
Products, Inc. a St. Louis, Missouri based manufacturer of hospital beds,
nursing home beds and patient room furniture. When that company was sold in 1996
to Invacare Corporation, a large publicly held healthcare product manufacturer
and distributor, Mr. Moss resumed private investing activities. In addition to
being the President of Heritage Productions, Inc., Mr. Moss is Chairman of the
Advisory Board of Allied Industrial Group, Inc. of St. Louis, Missouri a
privately held manufacturing concern.
Legal Proceedings - None
ITEM 6 - EXECUTIVE COMPENSATION
<TABLE>
<CAPTION>
OTHER SECURITIES
NAME & ALL OTHER ANNUAL RESTRICTED UNDERLYING
PRINCIPAL COMPEN- COMPEN- STOCK OPTIONS/ LTIP
POSITION YEAR SALARY($) BONUS($) SATION- SATION($) AWARD(S)($) SARS(#)($) PAYOUTS($)
- -------- ---- --------- -------- ------- --------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Hershey Moss 1999 -0- -0- -0- -0- -0- -0- -0-
CEO
</TABLE>
ITEM 7 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There have been no transactions between the Company and any officers,
Directors or five percent (5%) security holders.
ITEM 8 - DESCRIPTION OF SECURITIES
Capital stock of the Company consists of five million (5,000,000) shares of
authorized common stock with no par value. No other class of stock has been
authorized nor can be authorized without amendment to the Articles of
Incorporation. There are no provisions in the corporate charter or by-laws that
limit or delay a change of control of the Company.
3
<PAGE>
PART II
ITEM 1 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is no publicly traded market for the common stock of the Company. As
such, there are no high and low sales prices or bids.
There are currently two million four hundred twenty-five thousand
(2,425,000) shares of common stock issued and outstanding. There are no warrants
or options. There are eighty-nine (89) shareholders. No dividends have been paid
in the prior two (2) years. As the Company currently has no revenues, future
dividend payments are not anticipated.
Of the two million four hundred twenty-five thousand (2,425,000) issued and
outstanding shares two million one hundred seventy-five thousand (2,175,000) are
restricted. No shares are currently being offered publicly.
ITEM 2 - LEGAL PROCEEDINGS
There are no pending or threatened legal proceedings to which the Company
would be a party.
ITEM 3 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
ITEM 4 - RECENT SALES OF UNREGISTERED SECURITIES
All sales of securities by the Company were unregistered being made in
reliance upon Regulation D, Rule 504 promulgated by the SEC pursuant to Section
3(b) of the Securities Act of 1933, as amended. A complete shareholder list is
appended hereto showing the Purchaser, the dates of all sales and the number of
shares of common stock sold. All sales were made directly by the Company,
without broker-dealer involvement. Shares were sold for no par value per share.
ITEM 5 - INDEMNIFICATION OF DIRECTORS AND OFFICERS
None.
4
<PAGE>
PART F/S - AUDITED FINANCIAL STATEMENTS JUNE 30, 1999
AND DECEMBER 31, 1998 AND 1997, 1996 & 1995
HERITAGE PRODUCTIONS, INC.
(FORMERLY SUMMIT PRODUCTIONS, INC.)
TABLE OF CONTENTS
PAGE
----
INDEPENDENT AUDITORS REPORT ......................................... F-1
FINANCIAL STATEMENTS
Balance Sheets ...................................................... F-2
Income Satement ..................................................... F-3
Statement of Cash Flows ............................................. F-4
Statements of Stockholders' Equity/Deficit .......................... F-5
Notes to Financial Statements ....................................... F-6 - F-9
<PAGE>
A.E. BELL
CERTIFIED PUBUC ACCOUNTANT
12300 OLIVE BOULEVARD. SUITE 301
ST. LOUIS. MISSOURI 63141
MEMBER: PHONE: (314) 878-7100
AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS FAX: (314) 878-7214
MISSOURI SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS REPORT
To the Shareholders and Board of Directors
Heritage Productions, Inc.
We have audited the accompanying balance sheets of Heritage Production,
Inc. (a development stage Company) as of June 30, 1999, December 31, 1998, 1997,
1996 and 1995 and for the period from inception (March 23, 1983) to June 30,
1999. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position, of Heritage Productions, Inc.
(a development stage Company) as of June 30, 1999, December 31, 1998, 1997, 1996
and 1995, and the results of its operations and its cash flows for the periods
ended June 30, 1999, December 31, 1998, 1997, 1996 and 1995, and for the period
from inception (March 23, 1983) to June 30, 1999 in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from operations
that raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to this matter are to raise additional capital and
acquire any and all types of assets, properties and businesses, which management
expects will result in profitable operations for the Company. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts and classification of liabilities that
might result from the outcome of these uncertainties.
St. Louis, Missouri
October 14, 1998
January 5, 1998 and
July 18, 1999
F-1
<PAGE>
HERITAGE PRODUCTIONS, INC.
(FORMERLY SUMMIT PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
JUNE 30, 1999, DECEMBER 31, 1998, 1997, 1996 & 1995
(See Independent Auditors' Report)
<TABLE>
<CAPTION>
ASSETS
JUNE 30, DEC. 31, DEC. 31, DEC. 31, DEC. 31,
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Current Assets
Cash $ -- $ -- $ -- $ -- $ --
-------- -------- -------- -------- --------
Other Assets
Deferred tax asset, net of
valuation allowance (Note 4) $ -- $ -- $ -- $ -- $ --
-------- -------- -------- -------- --------
$ -- $ -- $ -- $ -- $ --
-------- -------- -------- -------- --------
Total Assets $ -- $ -- $ -- $ -- $ --
======== ======== ======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY/DEFICIT
Stockholders' Equity/Deficit
Common stock, no par value
authorized 5,000,000 shares, issued
and outstanding 2,425,000 shares at
June 30, 1999, December 31, 1998,
1997 and 2,175,000 at December 31,
1996 and 1995 $ 14,675 $ 14,675 $ 14,675 $ 2,175 $ 2,175
Additional paid-in-capital -- -- -- -- --
Deficit acccumulated during the
development stage $(14,675) $(14,675) $(14,675) $ (2,175) $ (2,175)
-------- -------- -------- -------- --------
Total Liabilities & Stockholder
Equity $ -- $ -- $ -- $ -- $ --
======== ======== ======== ======== ========
</TABLE>
F-2
<PAGE>
HERITAGE PRODUCTIONS, INC.
(FORMERLY SUMMIT PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
INCOME STATEMENT
JUNE 30, 1999, DECEMBER 31 1998, 1997, 1996 & 1995
(See Independent Auditors' Report)
<TABLE>
<CAPTION>
CUMULATIVE
YEARS ENDED DECEMBER 31, DURING
JUNE 30, ---------------------------------------------- DEVELOPMENT
1999 1998 1997 1996 1995 STAGE
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Net Sales $ -- $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ---------- ----------
Cost of Goods Sold $ -- $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ---------- ----------
Gross Profit $ -- $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ---------- ----------
Cost and expenses
Professional Services $ -- $ -- $ 12,500 $ -- $ -- $ 14,675
---------- ---------- ---------- ---------- ---------- ----------
Net (loss) before income
taxes $ -- $ -- $ (12,500) $ -- $ -- $ (14,675)
---------- ---------- ---------- ---------- ---------- ----------
Income taxes (Note 4) $ -- $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ---------- ----------
Net (loss) $ -- $ -- $ (12,500) $ -- $ -- $ (14,675)
========== ========== ========== ========== ========== ==========
Net income (loss) per
common share
Continuing operations $ -- $ -- $ (01) $ -- $ -- $ (01)
---------- ---------- ---------- ---------- ---------- ----------
Weighted average
shares outstanding 2,214,855 2,214,855 2,214,855 2,175,000 2,175,000 2,175,540
========== ========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
HERITAGE PRODUCTIONS, INC.
(FORMERLY SUMMIT PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIODS ENDED JUNE 30, 1999, DECEMBER 31, 1998, 1997,1996,1995
AND INCEPTION (MARCH 23, 1983) TO JUNE 30, 1999
(See Independent Auditors' Report)
<TABLE>
<CAPTION>
CUMULATIVE
YEARS ENDED DECEMBER 31, DURING
JUNE 30, ---------------------------------------- DEVELOPMENT
1999 1998 1997 1996 1995 STAGE
------- ------- -------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Cash Flows from/(for)
Operating Activities:
Continuing operations
Net income (loss) $ -- $ -- $(12,500) $ -- $ -- $(14,675)
------- ------- -------- ------- ------- --------
Noncash items incuded in net
income (loss)
Stock issued for
professional services
rendered -- -- -- -- -- 2,175
Changes in assets & liabilities:
Increase in defered tax asset $ -- $ -- $ (1,875) $ -- $ -- $ (2,201)
Increase in valuation allowance $ -- $ -- $ 1,875 $ -- $ -- $ 2,201
------- ------- -------- ------- ------- --------
Net Adjustments $ -- $ -- $ -- $ -- $ -- $ 2,175
------- ------- -------- ------- ------- --------
Cash Used by Operating
Activities $ -- $ -- $(12,500) $ -- $ -- $(12,500)
------- ------- -------- ------- ------- --------
Cash Flows From Financing
Activities:
Stock issued for cash $ -- $ -- $ 12,500 $ -- $ -- $ 12,500
------- ------- -------- ------- ------- --------
Cash Provided by Financing
Activities $ -- $ -- $ 12,500 $ -- $ -- $(12,500)
------- ------- -------- ------- ------- --------
Net change in cash $ -- $ -- $ -- $ -- $ -- $ --
------- ------- -------- ------- ------- --------
Cash at beginning of period $ -- $ -- $ -- $ -- $ -- $ --
------- ------- -------- ------- ------- --------
Cash at end of period $ -- $ -- $ -- $ -- $ -- $ --
======= ======= ======== ======= ======= ========
SUPPLEMENTAL DISCLOSURES
Amount paid for interest $ -- $ -- $ -- $ -- $ -- $ --
======= ======= ======== ======= ======= ========
Amount paid for income taxes $ -- $ -- $ -- $ -- $ -- $ --
======= ======= ======== ======= ======= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
HERITAGE PRODUCTIONS, INC.
(FORMERLY SUMMIT PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY/DEFICIT
FOR THE PERIODS ENDED JUNE 30, 1999, DECEMBER 31, 1998, 1997, 1996 & 1995
(See Independent Auditors' Report)
<TABLE>
<CAPTION>
DEFICIT
ADDI- ACCUMULATED
COMMON COMMON TIONAL DURING THE
STOCK STOCK PAID-IN DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
------ ------ ------- ----- -----
<S> <C> <C> <C> <C> <C>
Issuance of shares of common
stock during fiscal year 1983,
for professional services
rendered 2,175,000 $ 2,175 $ -- $ -- $ 2,175
Net loss for fiscal year 1983 -- -- -- (2,175) (2,175)
--------- ------- ------ -------- --------
Balance, December 31, 1983 2,175,000 $ 2,175 $ -- $ (2,175) $ --
Issuance of shares of common
stock during the period ended
December 31, 1997 for cash 250,000 12,500 -- -- 12,500
Net loss for period ended
December 31, 1997 -- -- -- (12,500) (12,500)
--------- ------- ------ -------- --------
Balance, June 30, 1999 2,425,000 $14,675 $ -- $(14,675) $ --
========= ======= ====== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
HERITAGE PRODUCTIONS, INC.
(FORMERLY SUMMIT PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999, DECEMBER 31, 1998, 1997, 1996 & 1995 AND INCEPTION
(MARCH 23, 1983) TO JUNE 30, 1999
(See Independent Auditors' Report)
NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNT POLICIES AND BUSINESS ACTIVITY
This summary of significant accounting policies of Heritage Productions,
Inc. (formerly Summit Productions, Inc.) (the Company) is presented to assist in
understanding the Company's financial statements. The financial statements and
notes are representations of the Company's management, which is responsible for
their integrity and objectivity. These accounting policies conform to generally
accepted accounting principles and have been consistently applied in the
preparation of the financial statements.
BUSINESS ACTIVITY
The Company, a Louisiana corporation located in St. Louis, Missouri, was
incorporated on March 23, 1983, and is currently in the development stage. At
the time of its incorporation, the main purposes of forming the Company were to
develop, finance, and produce record albums, cassette tapes, and compact discs
for domestic distribution, operate music publishing firms, and engage in the
business of providing personal and business management services. However, as of
the date of these financial statements, there has been no activity in the
Company since its formation.
On February 3, 1997, the Company changed its name from Summit Productions,
Inc., to Heritage Productions, Inc.
NONCASH SECURITY ISSUANCE
Shares of common stock issued for other than cash have been assigned
amounts equivalent to the fair value of the services received in exchange.
ACCOUNTING METHOD
The Company's financial statements are prepared using the accrual method of
accounting.
INCOME (LOSS) PER SHARE
The computation of income (loss) per share of common stock is based on the
weighted average number of shares outstanding during the periods presented.
STATEMENT OF CASH FLOWS
The Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents for purposes of the
statement of cash flows.
F-6
<PAGE>
HERITAGE PRODUCTIONS, INC.
(FORMERLY SUMMIT PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999, DECEMBER 31, 1998, 1997, 1996 & 1995 AND INCEPTION
(MARCH 23, 1983 TO JUNE 30, 1999
(See Independent Auditors' Report)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BUSINESS
ACTIVITY - Continued
INCOME TAXES
Effective January 1, 1993, Heritage Productions, Inc. adopted SFAS No. 109,
"Accounting for income Taxes," which requires a liability approach to financial
accounting and reporting for income taxes. The differences between the financial
statement and tax bases of assets and liabilities is determined annually.
Deferred income tax assets and liabilities are computed for those differences
that have future tax consequences using the currently enacted tax laws and rates
that apply to the periods in which they are expected to affect table income.
Valuation allowances are established, if necessary, to reduce deferred tax asset
accounts to the amounts that will more likely than not be realized. Income tax
expense is the current tax payable or refundable for the period, plus or minus
the net change in the deferred tax asset and liability accounts.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Company to make estimates and
assumptions that affect (1) the reported amounts of assets and liabilities, (2)
disclosure of contingent assets and liabilities at the date of the financial
statements, and (3) reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
NOTE 2 - BASIS OF PRESENTATION AND CONSIDERATIONS RELATED TO CONTINUED EXISTENCE
The Company's financial statements have been presented on the basis that it
is a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company
incurred net losses of $14,675 for the period from inception (March 23, 1983) to
June 30, 1999. This factor, among others, raises substantial doubt as to the
Company's ability to obtain additional long-term debt and/or equity financing
and achieve profitable operations. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be necessary
should the Company be unable to continue in existence. In the interim period,
management is still seeking additional investment capital to support its
entrance into a new business venture and provide the capital needed to operate.
F-7
<PAGE>
HERITAGE PRODUCTIONS, INC.
FORMERLY SUMMIT PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999, DECEMBER 31, 1998, 1997, 1996 & 1995
AND INCEPTION (MARCH 23, 1983) TO JUNE 30, 1999
(See Independent Auditors' Report)
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company is a development STAGE company as defined in Financial
Accounting Standards Board Statement No. 7. It has yet to commence full--scale
operations. From inception through the date of these financial statements, the
Company did not have any revenue or earnings. At the current time, the company
has no assets or liabilities.
If a pubic market develops for the Company's shares, certain privately-held
companies or business opportunities may be interested in merging with the
Company because the Company's securities would be publicly traded, thereby
allowing the privately-held company to become publicly traded through the
merger.
At the current time, the Company has no agreement to acquire or participate
in any specific business opportunity nor has it identified any opportunities for
investigation. The Company's potential future success depends upon its
management and its continuing search for a business opportunity.
NOTE 4 - INCOME TAXES
Deferred income taxes arise from temporary differences resulting from
income and expense items reported for financial accounting and tax purposes in
different periods. Deferred taxes are classified as current or noncurrent,
depending on the classification of the assets and liabilities to which they
related. Deferred taxes arising from temporary differences that are not related
to an asset or liability are classified as current or noncurrent depending on
the periods in which the temporary differences are expected to reverse.
Amounts for deferred tax assets are as follows:
Period Year Year Year Year
Ended Ended Ended Ended Ended
06-30-99 12-31-98 12-31-97 12-31-96 12-31-95
-------- -------- -------- -------- --------
Deferred tax asset,
net of valuation
allowance of $2,201
in June 30, 1999,
December 31, 1998,
1997,1996 & 1995 $ -- $ -- $ -- $ -- $ --
F-8
<PAGE>
HERITAGE PRODUCTIONS, INC.
(FORMERLY SUMMIT PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999, DECEMBER 31, 1998, 1997, 1996 & 1995 AND INCEPTION
(MARCH 23, 1983) TO JUNE 30, 1999
(See Independent Auditors' Report)
NOTE 4 - INCOME TAXES - Continued
The following temporary differences gave rise to the deferred tax asset at
June 30, 1999, December31, 1998, 1997, 1996 and 1995:
Period Years Ended December 31,
Ended -------------------------------
06-30-99 1998 1997 1996 1995
-------- ---- ---- ---- ----
Tax benefit of net
operating loss carryforward $ 2,201 $2,201 $2,201 $ 326 $ 326
Valuation allowance for judgement
of realizability of net operating
loss carryforward in future years (2,210) (2,201) (2,201) (326) (326)
Because the Company has not generated taxable income since its inception,
no provision for income taxes has been made.
In addition, the Company has not filed any income tax returns since its
inception. As such, it is unclear whether expenses for services rendered in
exchange for common stock could be deducted under current federal tax law.
Assuming the providers of such services included the fair value of their
services in income on their personal tax returns, the Company should be able to
deduct such losses. However, due to the uncertainty of this inclusion, coupled
with the judgement involving the realizability of any net operating loss
carryforward due to the lack of revenues by the Company; a deferred income tax
valuation allowance has been recorded for the full amount of the deferred tax
asset attributable to the net operating loss carryforward.
Assuming that the Company is able to deduct as expenses the services
rendered to it in exchange for common stock, the Company can carry forward
$14,675 in net operating losses as fol lows:
Year Ended
December 31
-----------
1998 $ 2,175
2012 12,500
-------
$14,675
=======
If such expenses could not be deducted, the net operating loss carryforward
would be reduced by $2, 175.
F-9
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
HERITAGE PRODUCTIONS, INC.
(Registrant)
Date: September 30, 1999 By /s/ Hershey Moss
---------------------------------
Hershey Moss, President/Secretary
Sole Director
<PAGE>
EXHIBITS
As required by Form 10-SB the following documents are included as a part of
the filing:
(3.i) a copy of the Articles of Incorporation and By-Laws of
the Company
(3.ii) N/A. There are no instruments defining the rights of
security holders.
(3.iii) N/A. There are no voting trust agreements or similar
documents.
(3.iv) N/A. There are no current material agreements or
contracts including, but not limited to, management
contracts or employment agreements.
(3.v) N.A. There are no U.S. or foreign patents.
UNITED STATES OF AMERICA
STATE OF LOUISIANA
FOX McKEITHEN
SECRETARY OF STATE
AS SECRETARY OF STATE, OF THE STATE OF LOUISIANA, I DO HEREBY CERTIFY THAT a
copy of an Amendment to the Articles of Incorporation of SUMMIT PRODUCTIONS,
INC. Domiciled at MARKSVILLE, LOUISIANA, changing the corporate name to HERITAGE
PRODUCTIONS, INC. was filed and recorded in this Office on February 7, 1997.
In testimony whereof, I have hereunto set my hand and caused the Seal of my
Office to be affixed at the City of Baton Rouge on, February 7, 1997.
February 7, 1997
/s/ Fox McKeithen
Secretary of State
LOUISIANA SECRETARY OF STATE SEAL
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SUMMIT PRODUCTS, INC.
SUMMIT PRODUCTIONS, INC., a corporation organized under and by virtue of the
Business Corporation Law of the State of Louisiana.
FIRST: That the shareholders of Summit Productions, Inc., voted on and approved
unanimous and adopted a Resolution proposing and declaring the following
amendment to the Certificate of Incorporation of said Corporation:
That article I of the corporation, the name of the corporation be changed to now
read:
THE NAME OF THE CORPORATION IS HERITAGE PRODUCTIONS, INC.
/s/ Duane McDougald
----------------------------------------
Duane McDougald, President
/s/ Patricia Q. Foster
----------------------------------------
Patricia Q. Foster, Secretary-Treasurer
Signed before me this 3rd day of February, 1997, at Marksville, Louisiana,
Parish of Avoyelles.
/s/ William F. Scott
----------------------------------------
NOTARY PUBLIC
WILLIAM F. SCOTT, JR. NOTARY SEAL
<PAGE>
UNITED STATES OF AMERICA
STATE OF LOUISIANA
JAMES H. "JIM" BROWN
SECRETARY OF STATE
AS SECRETARY OF STATE, OF THE STATE OF LOUISIANA, I DO HEREBY CERTIFY THAT a
copy of the Articles of Incorporation and Initial Report of SUMMIT PRODUCTIONS,
INC., Domiciled at Marksville, Louisiana Parish of Avoyelles,
A corporation organized under the provisions of R. S. 1950, Title 12, Chapter 1,
as amended,
By Act executed on March 22, 1983, and acknowledged on March 22, 1983, the date
when corporate existence began,
Was filed and recorded in this Office on March 25, 1983, in the Record of
Charters Book 341,
And all fees having been paid as required by law, the corporation is authorized
to transact business in this State, subject to the restrictions imposed by law,
including the provisions of R. S. 1950, Title 12, Chapter 1, as amended.
In testimony whereof, I have hereunto set my hand and caused the Seal of my
Office to be affixed at the City of Baton Rouge on March 25, 1983,
/s/ Jim Brown
Secretary of State
LOUISIANA SECRETARY OF STATE SEAL
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ARTICLES OF INCORPORATION UNITED STATES OF AMERICA
OF STATE OF LOUISIANA
SUMMIT PRODUCTIONS, INC. PARISH OF AVOYELLES
Be it known that on this 22nd day of March in the year of our Lord, one
thousand nine hundred and eighty-three, we the undersigned, formed the following
corporation.
ARTICLE I
The name of the corporation is Summit Productions, Inc.
ARTICLE II
The address and location of the corporation is P.O. Box 344, Highway One
South, Marksville, Louisiana 71351.
ARTICLE III
The corporation's purpose is to engage in any lawful activity for which
corporations may be formed under the Business Corporation Law of Louisiana.
ARTICLE IV
The Corporation has authority to issue five million (5,000,000) shares of
common stock, all without PAR VALUE.
ARTICLE V
The corporation shall have three directors, but the number may be increased
or diminished from time to time by amendments to the by-laws.
ARTICLE VI
The name and addresses of the incorporators, who will also serve as first
directors, of the corporation are:
Duane McDougald
Rt. 1, Box 155
Oil City, Louisiana 71061
Scott A. Quartemont
Highway One South
P.O. Box 344
Marksville, Louisiana 71351
Patricia Q. Foster
312 North Preston
P.O. Box 234
Marksville, Louisiana 71351
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ARTICLE VII
These Articles may be amended in the manner provided by the bylaws.
/s/ Duane McDougald
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Duane McDougald
/s/ Scott Quartemont
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Scott A. Quartemont
/s/ Patricia Q. Foster
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Patricia Q. Foster
STATE OF LOUISIANA
PARISH OF AVOYELLES
On this 22nd day of March, 1983, BEFORE ME, came and appeared:
Duane McDougald, Scott A. Quartamont, and Patricia Q. Foster
Known to me to be the persons described in the corporation and who executed
the foregoing instrument, who acknowledged they executed it as their own free
act and deed.
/s/ Duane McDougald
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Duane McDougald
/s/ Scott Quartemont
----------------------------------------
Scott A. Quartemont
/s/ Patricia Q. Foster
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Patricia Q. Foster
/s/ Louis E. Foster
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NOTARY PUBLIC
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ARTICLES OF INCORPORATION
OF
SUMMIT PRODUCTIONS, INC.
I
The registered office of the corporation, Summit Productions, Inc., is
Highway One South, P.O. Box 344, Marksville, Louisiana 71351.
II
The names and addresses of the incorporators of the corporation, serving
also as its first directors, are:
Duane McDougald
Rt. 1, Box 155
Oil City, Louisiana 71061
Scott A. Quartemont
Highway One South
P.O. Box 344
Marksville, Louisiana 71351
Patricia Q. Foster
312 North Preston
P.O. Box 234
Marksville, Louisiana 71351
III
The names and addresses of the registered agents of the corporation are:
Duane McDougald
Rt. 1, Box 155
Oil City, Louisiana 71061
Scott A. Quartemont
Highway One South
P.O. Box 344
Marksville, Louisiana 71351
IV
The names and addresses of the officers of the corporation are:
Duane McDougald
Rt. 1, Box 155
Oil City, Louisiana 71061
Scott A. Quartemont
Highway One South
P.O. Box 344
Marksville, Louisiana 71351
Patricia Q. Foster
312 North Preston
P.O. Box 234
Marksville, Louisiana 71351
/s/ Duane McDougald
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Duane McDougald
President
/s/ Scott Quartemont
----------------------------------------
Scott A. Quartemont
Executive Vice-President
/s/ Patricia Q. Foster
----------------------------------------
Patricia Q. Foster
Secretary-Treasurer
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BY-LAWS
OF
HERITAGE PRODUCTIONS, INC.
ARTICLE I - OFFICES
The principal office of the corporation in the State of Louisiana shall be
located in the City of Marksville County of Avoyelles. The Corporation may have
such other offices, either within or without the State of incorporation as the
board of directors may designate or as the business of the corporation may from
time to time require.
ARTICLE II - STOCKHOLDERS
1. ANNUAL MEETING.
The annual meeting of the stockholders shall be held on the 2nd day of May
in each year, beginning with the year 1984 at the hour 3.00. o'clock p m., for
the purpose of electing directions and for the transaction of each other
business as may come before the meeting. It the day fixed for the annual meeting
shall be a legal holiday such meeting shall be held on the next succeeding
business day.
2. SPECIAL MEETINGS.
Special meetings of the stockholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the president or by the
directors, and shall be called by the president at the request of the holders of
not less than 30 per cent of all the outstanding shares of the corporation
entitled to vote at the meeting.
3. PLACE OF MEETING.
The directors may designate any place, either within or without the State
unless otherwise prescribed by statute, as the place of meeting for any annual
meeting or for any special meeting called by the directors. A waiver of notice
signed by all stockholders entitled to vote at a meeting may designate any
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place, either within or without the state unless otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or if
a special meeting be otherwise called, the place of meeting shall be the
principal office of the corporation.
4. NOTICE OF MEETING.
Written or printed notice stating the place, day and hour of the meeting
and, in case of a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered not less than 5 nor more than 10 days before the
date of the meeting, either personally or by mail, by or at the direction of the
president, or the secretary, or the officer or persons calling the meeting, to
each stockholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the united States mail,
addressed to the stockholder at his address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid.
5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
For the purpose of determining stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or stockholders entitled
to receive payment of any dividend, or in order to make a determination of
stockholders for any other proper purpose, the directors of the corporation may
provide that the stock transfer books shall be closed for a stated period but
not to exceed, in any case, 15 days. If the stock transfer books shall be closed
for the purpose of determining stockholders entitled to notice of or to vote at
a meeting of stockholders, such books shall be closed for at least 30 days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the directors may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than 15 days
and, in case of a meeting of stockholders, not less than 30 days prior to the
date on which the particular action requiring such determination of stockholders
is to be. taken. If the stock transfer books are not closed and no record date
is fixed for the determination of stockholders entitled to notice of or to vote
at a meeting of stockholders, or stockholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the directors declaring such dividend is adopted, as the case
may be, shall be the record date for such determination of stockholders. When a
determination Of stockholders entitled to vote at any meeting of stockholders
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has been made as provided in this section, such determination shall apply to any
adjournment thereof.
6. VOTING LISTS.
The officer or agent having charge of the stock transfer books for shares
of the corporation shall make, at least 20 days before each meeting of
stockholders, a complete list of the stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of 10
days prior to such meeting, shall be kept on file at the principal office of the
corporation and shall be subject to inspection by any stockholder at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
stockholder during the whole time of the meeting. The original stock transfer
book shall be prima facie evidence as to who are the stockholders entitled to
examine such list or transfer books or to vote at the meeting of stockholders.
7. QUORUM.
At any meeting of stockholders 51% of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than said number of
the outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to tune without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.
8. PROXIES.
At all meetings of stockholders, a stockholder may vote by proxy executed
in writing by the stockholder or by his duly authorized attorney in fact. Such
proxy shall be filed with the secretary of the corporation before or at the time
of the meeting.
9. VOTING.
Each stockholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these by-laws shall be
entitled to one vote, in person or by
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proxy, for each share off stock entitled to vote held by such stockholders. Upon
the demand of any stockholder, the vote for directors and upon any question
before the meeting shall be by ballot. All elections for directors shall be
decided by plurality vote; all other questions shall be decided by majority vote
except as otherwise provided by the certificate of Incorporation or the laws of
this State.
10. ORDER OF BUSINESS.
The order of business at all meetings of the stockholders, shall be as
follows:
1. Roll Call.
2. Proof of notice of meeting or waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of Officers.
5. Reports of Committees.
6. Election of Directors.
7. Unfinished Business.
8. New Business.
11. INFORMAL ACTION BY STOCKHOLDERS.
Unless otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a meeting
of the shareholders, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
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ARTICLE III - BOARD OF DIRECTORS
1. GENERAL POWERS.
The business and affairs of the corporation shall be managed by its board
of directors. The directors shall in all cases act as a board, and they may
adopt such rules and regulations for the conduct of their meetings and the
management of the corporation, as they may deem proper, not inconsistent with
these by-laws and the laws of this State.
2. NUMBER, TENURE AND QUALIFICATIONS.
The number of directors of the corporation shall be one. Each director
shall hold office until the next annual meeting of stockholders and until his
successor shall have been elected and qualified.
3. REGULAR MEETINGS.
A regular meeting of the director shall be held without other notice than
this by-law immediately after, and at the same place as, the annual meeting of
stockholders. The directors may provide, by resolution, the time and place for
the holding of additional regular meetings without other notice than such
resolution.
4. SPECIAL MEETINGS.
Special meeting of the directors may be called by or at the request of the
president or any two directors. The person or persons authorized to call special
meetings of the directors may fix the place for holding any special meeting of
the directors called by them.
5. NOTICE
Notice of any special meeting shall be given at least 10 days previously
thereto by written notice delivered personally, or by telegram or mailed to each
director at his business address. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. If notice be given by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company. The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened.
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At any meeting of the directors one (1) shall constitute a quorum for the
transaction of business, but if less than said number is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice.
7. MANNER OF ACTING.
The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the directors.
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by~ vote of a majority of the directors
then in office, although less than a quorum exists. Vacancies occurring by
reason of the removal of directors without cause shall be filled by vote of the
stockholders. A director elected to fill a vacancy caused by resignation,. death
or removal shall be elected to hold office for the unexpired term of his
predecessor.
9. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed for cause by vote of the
stockholders or by action of the board. Directors may be removed without cause
only by vote of the stockholders.
10. RESIGNATION.
A director may resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the notice, the resignation shall take effect upon receipt thereof by the board
or such of officer, and the acceptance of the resignation shall not be necessary
to make it effective.
11. COMPENSATION.
No compensation shall be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance at
each regular or special meeting of the board may be authorized. Nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
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12. PRESUMPTION OF ASSENT.
A director of the corporation who is present at a meeting of the directors
at which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless his dissent shall be entered in the minutes
of the meeting or unless he shall file his written dissent to such action with
the person acting as the secretary of the meeting before the adjournment thereof
or shall forward such dissent by registered mail to the secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.
13. EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution, may designate from among its members an executive
committee and other committees, each consisting of three or more directors. Each
such committee shall serve at the pleasure of the board.
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ARTICLE IV - OFFICERS
1. NUMBER.
The officers of the corporation shall be a president, a vice--president, a
secretary and a treasurer, each of whom shall be elected by the directors. Such
other officers and assistant officers as may be deemed necessary may be elected
or appointed by the directors.
2. ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the directors shall be
elected annually at the first meeting of the directors held after each annual
meeting of the stockholders. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided.
3. REMOVAL.
Any officer or agent elected or appointed by the directors may be removed
by the directors whenever in their judgment the best interests of the
corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.
4. VACANCIES.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the unexpired
portion of the term.
5. PRESIDENT.
The president shall be the principal executive officer of the corporation
and, subject to the control of the directors, shall in general supervise and
control all of the business and affairs of the corporation. He shall, when
present, preside at all meetings of the stockholders and of the directors. He
may sign, with the secretary or any other proper officer of the corporation
thereunto authorized by the directors, certificates for shares of the
corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the directors have authorized to be executed, except in cases where the signing
and execution thereof shall be expressly delegated by the directors or by these
by-laws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
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duties incident to the office of president and such other duties as may be
prescribed by the directors from time to time.
6. VICE-PRESIDENT.
In the absence of the president or in event of his death, inability or
refusal to act, the vice--president shall perform the duties of the president,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the president. The vice--president shall perform such other
duties as from time to time may be assigned to him by the President or by the
directors.
7. SECRETARY.
The secretary shall keep the minutes of the stockholders' AND of the
directors' meetings in one or more books provided for that purpose, see that all
notices are duly given in accordance with the provisions of these by-laws or as
required, be custodian of the corporate records and of the seal of the
corporation and keep a register of the post office address of each stockholder
which Shall be furnished to the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
duties incident to the office of secretary and such other duties as from time to
time may be assigned to him by the president or by the directors.
8. TREASURER.
If required by the directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these by-laws and in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the directors.
9. SALARIES.
The salaries of the officers shall be fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the corporation.
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ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS.
The directors may authorize any officer or officers, agent or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation, and such authority may be general or confined to
specific instances.
2. LOANS.
No loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the directors. Such authority may be general or confined to specific instances.
3. CHECKS, DRAFTS, ETC.
All funds of the corporation not otherwise employed shall be deposited from
time to time to the credit of the corporation in such banks, trust companies or
other depositaries as the directors may select.
4. DEPOSITS.
All funds of the corporation not otherwise employed shall be deposited from
time to time to the credit of the corporation in such banks, trust companies or
other depositaries as the directors may select.
ARTICLE VI - CERTIFICATIONS FOR SHARES AND THEIR TRANSFER
1. CERTIFICATIONS FOR SHARES.
Certificates representing shares of the corporation shall be in such form
as be determined by the directors. Such certificates shall be signed by the
president and by the secretary or by such other officers authorized by law and
by the directors. All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the stockholders, the number of
shares and date of issue, shall be entered on the stock transfer books of the
corporation. All certificates surrendered to the corporation for transfer shall
be canceled and no new certificate shall be issued until the
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former certificate for a like number of shares shall have been surrendered and
canceled, except that in case in of a lost, destroyed or mutilated certificate a
new one may be issued therefor upon such terms and indemnity to the corporation
as the directors may prescribe.
2. TRANSFERS OF SHARES.
(a) Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue as new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the corporation which shall be kept at its principal
office.
(b) The corporation shall be entitled to treat the holder of record of any
share as the holder in fact thereof, and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of this state.
ARTICLE VII - FISCAL YEAR
The fiscal year of the corporation shall begin on the 1st day of January in
each year.
ARTICLE VIII - DIVIDENDS
The directors may from time to time declare, and the corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
ARTICLE IX - SEAL
The directors shall provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the corporation, the state of
incorporation, year of incorporation and the words, "Corporate Seal".
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ARTICLE X - WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
ARTICLE XI - AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may be
adopted by a vote of the stockholders representing a majority of all the shares
issued and outstanding, at any annual stockholders' meeting or at any special
stockholders' meeting when the proposed amendment has been set out in the notice
of such meeting.
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